Core Scientific shareholders reject $9 billion CoreWeave offer, deal terminated

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Crypto miner Core Scientific on Thursday ended a deal for its sale to CoreWeave after shareholders voted against the proposal, marking the culmination of months-long investor and proxy campaigns against the agreement.

The move marks the second foiled attempt by CoreWeave to scoop up Core Scientific, with the crypto miner also rejecting a June 2024 all-cash buyout offer.

Core Scientific shares were up marginally in afternoon trading, while CoreWeave was down 3.9 per cent.

CoreWeave had struck an all-stock deal worth $9 billion to buy Core Scientific in July, as part of its push to secure the energy and data center capacity needed to power surging demand.

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Soon after, Two Seas Capital, which claims to be the largest active shareholder of Core Scientific, said it would vote against the deal, citing concerns with the sale process, deal structure, and valuation.

It said the fixed exchange ratio left Core Scientific shareholders vulnerable to fluctuations in the price of CoreWeave shares.

Last week, proxy advisory firm Institutional Shareholder Services also recommended investors vote against the deal, suggesting Core Scientific should continue going alone given its considerable success as a standalone company.

Some analysts said the vote might have been influenced by soaring valuations commanded by AI-related companies, also raising questions if the markets are in a bubble.

"(Shareholders) believe their value should be higher based on current valuations of comparable companies, which we see as more a sign of AI trade froth than actual economic value," said Gil Luria, analyst at D.A. Davidson.

Core Scientific's board had urged its shareholders to vote for the sale, saying the combined company would benefit from several potential cost savings.

"We respect the views of Core Scientific stockholders and look forward to continuing our commercial partnership," said Michael Intrator, CoreWeave's CEO and co-founder.

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